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Matrimony.com Limited — AGM Information 2025
Jul 16, 2025
62436_rns_2025-07-16_df570b5d-9418-4436-84c6-c521084a28ee.pdf
AGM Information
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July 16, 2025
National Stock Exchange of India Ltd Exchange Plaza, 5th Floor Plot No: C/1, G Block Bandra Kurla Complex, Bandra (E) Mumbai – 400 051
Dear Sir/Madam,
Sub: Submission of notice of the Annual General Meeting of the Company under regulation 34(1) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
Ref: NSE Symbol: MATRIMONY
Pursuant to Regulation 34(1) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Please find enclosed the copy of notice of the Annual General Meeting of the Company to be held on 13[th] August 2025.
The notice of the annual general meeting is available on the website of the Company viz., www.matrimony.com.
Submitted for your information and records.
Thanking you
Yours faithfully,
For Matrimony.com Limited
Digitally signed by VIJAYANAN VIJAYANAND SANKAR D SANKAR Date: 2025.07.16 18:36:16 +05'30'
Vijayanand Sankar Company Secretary & Compliance Officer ACS: 18951 No.94, TVH Beliciaa Towers, Tower II, 5[th] Floor, MRC Nagar, Raja Annamalaipuram, Chennai – 600028
Matrimony.com Limited (CIN: L63090TN2001PLC047432) Registered & Corporate Office No.94, TVH Beliciaa Towers, Tower II, 5[th] Floor, MRC Nagar, Raja Annamalaipuram, Chennai – 600028. Phone No. 044-4900 1919
Matrimony.com Limited
Notice of Annual General Meeting
NOTICE is hereby given that the TWENTY-FOURTH ANNUAL GENERAL MEETING of the Members of Matrimony.com Limited will be held on Wednesday, the 13[th] August, 2025 at 10.00 A.M. through Video Conferencing (VC) / Other Audio Visual Means (OAVM), to transact the following business:
ORDINARY BUSINESS
1. Adoption of Audited Standalone Financial Statements
- To consider and if deemed fit, to pass, with or without modification(s), the following resolution as an ORDINARY RESOLUTION:
RESOLVED that the Audited Standalone Financial Statements of the Company for the financial year ended 31[st] March, 2025, the Reports of the Board of Directors and the Auditors thereon, be and are hereby received and adopted.
2. Adoption of Audited Consolidated Financial Statements
To consider and if deemed fit, to pass, the following resolution as an ORDINARY RESOLUTION:
RESOLVED that the Audited Consolidated Financial Statements of the Company for the financial year ended 31[st] March, 2025 and the Report of the Auditors thereon, be and are hereby received and adopted.
3. Declaration of Dividend
To consider and if deemed fit, to pass, the following resolution as an ORDINARY RESOLUTION:
RESOLVED that out of the profits for the financial year ended 31[st] March, 2025, a Dividend at the rate of ` 5 (Rupees Five only) per share, as recommended by the Board of Directors, be and the same is hereby declared for the financial year 202425 and that the said dividend be paid to the Members whose names appear on the Register of Members as on August 8, 2025 or their mandates.
RESOLVED FURTHER that in respect of shares held in electronic form, the Dividend be paid on the basis of beneficial ownership as per details furnished by the depositories for this purpose.
4. Re-appointment of Director
To consider and if deemed fit, to pass, the following resolution as an ORDINARY RESOLUTION:
RESOLVED that pursuant to Section 152 and other applicable provisions of the Companies Act, 2013 and the Rules thereunder, Shri. Murugavel Janakiraman (holding DIN:00605009) who retires by rotation, be and is hereby re-appointed as a Director of the Company.
SPECIAL BUSINESS
5. Appointment of M/s V Suresh Associaties., Company Secretaries as Secretarial Auditor of the Company
To consider and if deemed fit, to pass, the following resolution as an ORDINARY RESOLUTION:
RESOLVED that pursuant to the provisions of Sections 179 and 204 and other applicable provisions of the Companies Act, 2013, read with the rules made thereunder, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and based on the recommendations of the Board of Directors, the approval of the members be and is hereby accorded for the appointment of M/s V Suresh Associates Company Secretaries (Firm registration no: P2016TN053700), as Secretarial Auditors of the Company for a term of five consecutive years, commencing from Financial Year 2025-26 till Financial Year 2029-30 at such remuneration and on such terms and conditions as may be determined by the Board of Directors (including its committees thereof), and to avail any other services, certificates, or reports as may be permissible under applicable laws.
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RESOLVED FURTHER that the Board of Directors of the Company, (including its committees thereof), be and is hereby authorized to do all such acts, deeds, matters and things as may be deemed proper, necessary, or expedient, including filing the requisite forms or submission of documents with any authority or accepting any modifications to the clauses as required by such authorities, for the purpose of giving effect to this resolution and for matters connected therewith, or incidental thereto.
By Order of the Board of Matrimony.com Ltd
Place: Chennai Date: May 16, 2025
Sd/- Vijayanand Sankar Company Secretary
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Matrimony.com Limited
Annexure to the Notice
Details of the Director seeking re-appointment at the 24th Annual General Meeting
[Pursuant to Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]
The resume of Shri. Murugavel Janakiraman, in brief and other details required to be provided pursuant to Regulation 36 of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standards on General Meeting are provided below for the consideration of the Members:
Shri. Murugavel Janakiraman (DIN NO: 00605009 )
Shri. Murugavel Janakiraman, aged 55 years, is a Promoter, Chairman and Managing Director of our Company. He has been associated with the Company since September 5, 2001. He holds a bachelor’s degree in science and a master’s degree in computer applications from the University of Madras. He started his career at Chennai-based Nucleus Software and moved to Singapore for a brief stint. He worked as a consultant in the US for leading companies on software projects and acquired valuable insights on Internet technologies.
Shri. Murugavel Janakiraman holds 1,14,81,016* equity shares of the Company. He currently receives a remuneration of ` 247.99 Lakhs and a performance based incentive of upto 100%.
There were 9 Board meetings conducted during the year and Shri. Murugavel Janakiraman has attended all 9 Board meetings.
Shri. Murugavel Janakiraman holds Directorship in Sys India Pvt Ltd, Consim Info USA Inc and Matrimony DMCC, Dubai, and is member & Chairman of Share Allotment Committee and Corporate Social Responsibility committee and member in Stakeholders Relationship Committee of the Company. He does not hold directorship in any other listed entity.
Shri. Murugavel Janakiraman, Promoter and Managing Director of the Company, is spouse of Smt.Deepa Murugavel, Non Executive Director. He is not related to any other Directors and Key Managerial Personnel of the Company, and their relatives.
Except Shri.Murugavel Janakiraman and Smt.Deepa Murugavel, none of the Directors and Key Managerial Personnel, and their relatives, are concerned or interested, financially or otherwise, in the Resolution relating to his re-appointment.
*Includes 12 shares held on behalf of shareholders holding fractional shares on consolidation of shares from 3/- to 5/- on August 5, 2015
By Order of the Board of Matrimony.com Limited
Place: Chennai Date: May 16, 2025
Sd/- Vijayanand Sankar Company Secretary
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Explanatory Statement in respect of the Special Business (pursuant to Section 102 of the Companies Act, 2013 & Regulation 36 of SEBI (Listing Obligations & Disclosure Requirements) of the Notice dated May 16, 2025
Item No 5
M/s. V Suresh Associates is a distinguished professional services firm, specializing in offering expert advice and services in the domains of Secretarial, Corporate Governance, Compliance and legal advisory with more than 20 years of standing. It is a firmly established Practising Company Secretaries (PCS) firm in Chennai with reasonably good track records, offering comprehensive range of services related to Secretarial, Corporate Governance, Compliance and legal advisory.
M/s. V Suresh Associates is eligible for appointment as Secretarial Auditor as per SEBI (LODR) Regulations, 2015. It is a Peer Reviewed Firm and also all the partners in the firm are Peer Reviewed Company Secretaries. The Firm does not incur any disqualification as specified under Regulation 24A of SEBI (LODR) Regulations, 2015
M/s. V Suresh Associates were appointed as secretarial auditors of the Company for conducting secretarial audit from the financial year 2017-18 till date and the same is not considered as a term of Appointment of Secretarial Auditor as per Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “LODR Regulations”). In terms of Regulation 24A of LODR Regulations read with SEBI notification dated December 12, 2024, and other applicable provisions, the Company can appoint a peer reviewed firm as secretarial auditors for not more than two (2) terms of five (5) consecutive years. M/s. V Suresh Associates is eligible for appointment for a period of five years and on the basis of recommendations of the Board of Directors, at its meeting held on May 16, 2025, approved the appointment of M/s. V Suresh Associates as secretarial auditors of the Company to hold office for a term of five consecutive years commencing from Financial Year 2025-26 till Financial Year 2029-30. The appointment is subject to approval of the shareholders of the Company. M/s. V Suresh Associates have given their consent to act as secretarial auditors of the company and confirmed that their aforesaid appointment (if approved) would be within the limits specified by Institute of Company Secretaries of India. Furthermore, in terms of the amended regulations, M/s. V Suresh Associates have provided a confirmation that they have subjected themselves to the peer review process of the Institute of Company Secretaries of India and hold a valid peer review certificate. The remuneration to be paid to M/s. V Suresh Associates for secretarial audit services shall be decided by the Board of Directors. Besides the secretarial audit services, the Company may also obtain certifications from M/s. V Suresh Associates under various statutory regulations and certifications required by banks, statutory authorities, audit related services and other permissible non-secretarial audit services as required from time to time, for which they will be remunerated separately on mutually agreed terms, with the management. The above fee excludes the proposed remuneration to be paid for the purpose of secretarial audit of subsidiaries, if any. The Board of Directors shall approve revisions to the remuneration of M/s. V Suresh Associates for the remaining part of the tenure. The Board of Directors, may alter and vary the terms and conditions of appointment, including remuneration, in such manner and to such extent as may be mutually agreed with M/s. V Suresh Associates. The Board of Directors have approved and recommended the aforesaid proposal for approval of members taking into account the eligibility of the firm’s qualification, experience, independent assessment & expertise of the partners in providing secretarial audit related services, competency of the staff and Company’s previous experience based on the evaluation of the quality of audit work done by them in the past.
None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution. The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval by the Members.
NOTES:
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MCA (Ministry of Corporate Affairs) vide circular Nos. Circular No.09/2024 dated September 19, 2024 relaxed certain provisions relating to conducting of General meetings and permitted the Companies to hold their AGM through VC/OVAM till September 30, 2025
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The relevant details, pursuant to Regulations 26(4) and 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking re-appointment at this AGM is annexed.
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The Company has fixed August 08, 2025 as the ‘Record Date’ for determining the entitlement of members to final dividend for the financial year ended March 31, 2025, if approved at the AGM.
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If the final dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend subject to deduction of tax at source will be made within 30 days from the date of AGM as per the details below:
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i. To all Beneficial Owners in respect of shares held in dematerialized form as per the data as may be made available by the National Securities Depository Limited (“NSDL”) and the Central Depository Services (India) Limited (“CDSL”), collectively “Depositories”, as of the close of business hours on August 8, 2025.
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ii. To all Members in respect of shares held in physical form after giving effect to valid transfer, transmission or transposition requests lodged with the Company as of the close of business hours on August 8, 2025.
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As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from, April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company’s Registrars and Transfer Agents, Kfin Technologies Ltd for assistance in this regard.
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To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with Registrar & Transferor agents in case the shares are held by them in physical form.
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Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to Registrar & Transferor agents in case the shares are held by them in physical form.
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Members are requested to note that, dividends if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (“IEPF”). The shares in respect of such unclaimed dividends for the financial year 2017-18 are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline.
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Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their PAN with the Company/ Registrar & Transferor Agents (in case of shares held in physical mode) and depositories (in case of shares held in demat mode).
10. For Resident shareholders, taxes shall be deducted at source under Section 194 of the Income Tax Act, 1961 as below:
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TDS will be deducted under Section 194 of the Act @ 10% on the amount of dividend payable, unless exempt under any of the provisions of the Act. However, in the case of Individual shareholders, TDS would not apply if the aggregate of total dividends paid to them by the Company during the financial year does not exceed ` 10,000/- (Rupees Ten Thousand only).
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No TDS will be deducted in cases where a shareholder provides Form 15G (applicable to individual) / Form 15H (applicable to an individual above the age of 60 years) in a prescribed format, subject to fulfillment of eligibility conditions as prescribed under the Act. Please note that all fields mentioned in the forms are mandatory and the Company will not accept the incomplete forms/forms filled incorrectly.
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Nil/lower tax will be deducted on dividends payable to the following categories of resident shareholders, on submission of self-declaration:
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Insurance companies: Documentary evidence to prove that the Insurance Company qualifies as an Insurer in terms of the provisions of Section 2(7A) of the Insurance Act, 1938 along with a self-attested copy of the PAN Card.
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Mutual Funds: Documentary evidence to prove that the mutual fund is a mutual fund specified under clause (23D) of section 10 of the Act and is eligible for exemption, along with self-attested copies of the registration documents and PAN Card.
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Alternative Investment Fund (AIF) established in India: Documentary evidence to prove that AIF is a fund eligible for exemption u/s 10(23FBA) of the Act and that they are established as Category I or Category II AIF under The Securities and Exchange Board of India (Alternative Investment Fund) Regulations, 2012, made under The Securities and Exchange Board of India Act, 1992 (15 of 1992). Copies of self-attested registration documents and PAN card should also be provided.
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National Pension System Trust & other Shareholders: Declaration along with self-attested copies of documentary evidence supporting the exemption and PAN Card.
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Shareholders who have provided a valid certificate issued u/s 197 of the Act for lower / Nil rate of deduction or an exemption certificate issued by the income tax authorities.
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Please also note that where tax is deductible under the provisions of the Act and the PAN of the shareholder is either not available or PAN available in records of the Company /Registrar and Share Transfer Agent (“RTA”) is invalid/inoperative, tax shall be deducted @ 20% as per section 206AA of the Act.
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Also the shareholders are requested to ensure Aadhar Number is linked with PAN, as per the timelines prescribed. In case of failure to link Aadhar Number with PAN within the prescribed timelines, PAN shall be considered as inoperative and, in such scenario, tax shall be deducted at a higher rate of 20% as prescribed under the Act. The provisions for higher tax deduction shall be applicable after that time allowed, unless further extended.
11. For Non-Resident Shareholders (including Foreign Institutional Investors and Foreign Portfolio Investors): -
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Tax is required to be withheld in accordance with the provisions of sections 195 and 196D of the Act @ 20% (plus applicable surcharge and cess) on the amount of dividend payable.
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As per section 90 of the Act, a non-resident shareholder has the option to be governed by the provisions of the Double Taxation Avoidance Agreement (DTAA) between India and the country of tax residence of the shareholder, if such DTAA provisions are more beneficial to such shareholder. To avail of the DTAA benefits, the non-resident shareholder will have to provide the following documents:
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Self-attested copy of PAN, if any, allotted by the Indian tax authorities. In case of non-availability of PAN, a declaration in the prescribed format is to be submitted.
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Self-attested copy of valid Tax Residency Certificate (TRC) [applicable for Financial Year 2024-25 (i.e April 1, 2024 to March 31, 2025)] issued by the tax authorities of the country of which the shareholder is tax resident, evidencing and certifying shareholder’s tax residency status.
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Completed and duly digitally signed Form 10F in the electronic format submitted on the income tax portal.
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Pursuant to Notification No. 03/2022 dated July 16, 2022 of the Central Board of Direct Tax (‘CBDT’), it has been mandated for a non-resident to issue Form 10F in electronic format (to be obtained through e-filing portal of income tax website) duly verified in the manner as prescribed in the said Notification.
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Self-declaration in prescribed format certifying the following points: -
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Shareholder is and will continue to remain a tax resident of the country of its residence during Financial Year 2024-25 (i.e. April 1, 2024 to March 31, 2025);
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Shareholder is the beneficial owner of the shares and is entitled to the dividend receivable from the Company.
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Shareholder qualifies as a person as per DTAA and is eligible to claim benefits as per DTAA for the purposes of tax withholding on dividends declared by the Company.
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Shareholder has no permanent establishment/business connection/place of effective management in India or - Dividend income is not attributable/effectively connected to any Permanent Establishment (PE) or Fixed Base in India.
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Shareholder has no reason to believe that its claim for the benefits of the DTAA is impaired in any manner.
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In the case of Foreign Institutional Investors and Foreign Portfolio Investors, a self-attested copy of the registration certificate issued by the Securities and Exchange Board of India.
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In case the shareholder is a tax resident of Singapore and desires to claim treaty benefit, the satisfaction of the requirement of Article 24-Limitation of Benefit of India-Singapore tax treaty must be provided.
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Where a shareholder furnishes a lower / nil withholding tax certificate under section 197 of the Act, TDS will be
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deducted as per the rates prescribed in such certificate.
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Application of beneficial DTAA rate shall depend upon the completeness and satisfactory review of the documents submitted by the Non-Resident shareholder by the Company and meeting the requirements of the Act, read with the applicable DTAA. In the absence of the same, the Company will not be able to apply the beneficial DTAA rates at the time of deducting tax on dividends.
12. Section 206AB of the Income Tax Act:
The rate of TDS @ 10% u/s 194 of the Act is subject to provisions of section 206AB of the Act (effective from July 1, 2021) which introduces special provisions for TDS in respect of taxpayers who have not filed their income tax returns (referred to as “Specified Persons”). Under section 206AB of the Act, tax is to be deducted at higher of the following rates in case of payments to the specified persons:
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at twice the rate specified in the relevant provision of the Act; or
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at twice the rate or rates in force; or
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at the rate of 5%.
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“Specified Person” means a person as defined under section 206AB (3) of the Act.
As per provisions of section 206AB of the Act, the Company shall be relying on the information verified from the functionality or facility available on the Income Tax website for ascertaining the income tax compliance for whom higher rate of TDS shall be applicable.
13. To summarise, dividend will be paid after deducting TDS as under:
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Nil - for resident individual shareholders having valid PAN registered and receiving dividend from the Company upto ` 10,000/- (Rupees Ten Thousand only) during the financial year.
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Nil - for resident individual shareholders in cases where duly filled up and signed Form 15G / Form 15H (as may be applicable) along with a self-attested copy of the PAN card has been submitted.
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10% - for other resident shareholders in case a copy of a valid PAN is provided/registered.
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20% - for resident shareholders if the copy of PAN is not provided/registered PAN is inoperative or invalid due to not being linked with Aadhar or resident shareholder is a specified person under section 206AB of the Act, as per compliance check utility of income tax department.
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TDS rate will be determined on the basis of documents submitted by the non-resident shareholders.
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20% plus applicable surcharge and cess - for non-resident shareholders in case the relevant documents are not submitted.
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Lower/ Nil TDS on submission of self-attested copy of the valid certificate issued under section 197 of the Act.
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The above-mentioned rates will be subject to applicability of section 206AB of the Act.
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In terms of Rule 37BA of The Income Tax Rules 1962, if dividend income on which tax has been deducted at source is assessable in the hands of a person other than the deductee, then such deductee should file a declaration with the Company in the manner prescribed in the Rules.
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In order to enable us to determine the appropriate tax rate at which tax has to be deducted at source under the respective provisions of the Act, we request you to provide the above-mentioned details and documents as applicable to you by sending an E-mail to [email protected] on or before August 08, 2025, 05:00 P.M. (IST). The dividend will be paid after the deduction of TDS as determined on the basis of the aforementioned documents provided by the respective shareholders as applicable to them and a satisfactory review of the documents by the Company.
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In compliance with applicable provisions of the Companies Act, 2013 read with aforesaid MCA circulars the 24[th] Annual General Meeting of the company being conducted through Video Conferencing (VC) hereinafter called “e-AGM”.
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e-AGM: The company has appointed M/s KFin Technologies Limited, Registrars and Transfer Agents, to provide a Video Conferencing facility for the Annual General Meeting and the attendant enablers for conducting of the e-AGM.
JOINING THE MEETING THROUGH VC / OAVM:
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Members will be able to attend the Meeting through VC / OAVM or view the live webcast of the Meeting at https://emeetings. kfintech.com/ by using their remote e-voting login credentials and selecting the ‘EVEN’ for the Company’s Meeting.
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Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the Notice. Further, members can also use the OTPbased login for logging into the e-voting system.
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Members may join the Meeting through laptops, smartphones, tablets or ipads for a better experience. Further, members are requested to use the internet with a good speed to avoid any disturbance during the Meeting. Members will need the latest version of Chrome, Safari, Internet Explorer 11, MS Edge or Mozilla Firefox.
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Please note that participants connecting from mobile devices or tablets or through laptops connecting via mobile hotspot may experience audio / video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any glitches.
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Members will be required to grant access to the web-cam to enable two-way video conferencing.
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Facility of joining the Meeting through VC / OAVM shall open 30 (thirty) minutes before the time scheduled for the Meeting and shall be kept open throughout the Meeting. Members will be able to participate in the Meeting through VC / OAVM on a first-come-first-serve basis. Up to 2,000 shareholders will be able to join the Meeting on a first-come-first-serve basis.
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Large members (i.e. members holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. will not be subject to the aforesaid restriction of first-come first-serve basis.
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Institutional members are encouraged to participate at the Meeting through VC / OAVM and vote thereat.
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Members are requested to attend and participate at the Meeting through VC / OAVM and cast their vote either through remote e-voting facility or through e-voting facility to be provided during Meeting. The facility of e-voting during the Meeting will be available to those members who have not cast their vote by remote e-voting. Members, who cast their vote
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by remote e-voting, may attend the Meeting through VC / OAVM, but will not be entitled to cast their vote once again on the resolutions. If a member casts votes by both modes, i.e. voting at Meeting and remote e-voting, voting done through remote e-voting shall prevail and vote at the Meeting shall be treated as invalid.
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In case of any query and / or assistance required, relating to attending the Meeting through VC / OAVM mode, members may refer to the Help & Frequently Asked Questions (FAQs) and ‘AGM VC / OAVM’ user manual available at the download Section of https://evoting.kfintech.com or contact Mr. Anandan, at the email ID [email protected] on KFin’s toll free No.: 1-800-309-4001 for any further clarifications / technical assistance that may be required.
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Pursuant to the provisions of the circulars of AMC on the VC/OVAM(e-AGM):
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a. Members can attend the meeting through log in credentials provided to them to connect to Video conference. Physical attendance of the Members at the Meeting venue is not required
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b. Appointment of proxy to attend and cast vote on behalf of the member is not available.
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c. Body Corporates are entitled to appoint authorised representatives to attend the e-AGM through VC/OAVM and participate thereat and cast their votes through e-voting.
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The attendance of the Members (members logins) attending the e-AGM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
CUT-OFF DATE
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The cut-off date for the purpose of ascertaining shareholders entitled for remote e-voting and voting at the Meeting is August 6, 2025 (hereinafter referred to as the “Cut-off Date”). A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off Date only shall be entitled to avail the facility of remote e-voting as well as voting at the Meeting. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the Cut-off Date. A person who is not a shareholder as on the cut-off date should treat this Notice for information purpose only.
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Any person who acquires shares of the Company and becomes a member of the Company after dispatch of the Notice of the Meeting and holding shares as of the Cut-off Date may obtain the User ID and Password in the manner as mentioned below
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If email ID of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting. kfintech.com , the member may click ‘Forgot password’ and enter Folio No. or DP ID Client ID and PAN to generate a password.
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Members may send an email request to [email protected]. If the member is already registered with the KFin e-voting platform then such member can use his / her existing User ID and password for casting the vote through remote e-voting.
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Members may call KFin toll free number 1-800-309-4001 for any clarifications/assistance that may be required.
Procedure for obtaining the Annual Report, e-AGM notice and e-voting instructions by the shareholders whose email addresses are not registered with the depositories or with RTA on physical folios:
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In terms of the relaxation provided by MCA and SEBI, the Company has sent the Annual Report, Notice of e-AGM and e-voting instructions only in electronic form to the registered email addresses of the shareholders. Therefore, those shareholders who have not yet registered their email addresses are requested to get their email addresses registered by following the procedure given below:
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Those shareholders who have registered/not registered their mail address and mobile no.s including address and bank details may please contact and validate/update their details with the Depository Participant in case of shares held in electronic form and with the Company’s Registrar and Share Transfer Agent, KFin Technologies Limited in case the shares held in physical form.
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Shareholders who have not registered their e-mail address and in consequence the Annual Report, Notice of e-AGM and e-voting notice could not be serviced are requested to follow the process as guided to capture the email address and mobile number for sending the soft copy of the notice and e-voting instructions along with the User ID and Password. In case of any queries, shareholders may write to [email protected]. Refer page no.37 for detailed instructions.
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Shareholders may also be requested to visit the website of the company www.matrimony.com or the website of the Registrar and Transfer Agent www.kfintech.com for downloading the Annual Report and Notice of the e-AGM.
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Alternatively member may send an e-mail request at the email id [email protected] along with a scanned copy of the signed copy of the request letter providing the email address, mobile number, self-attested PAN copy and Client Master copy in case of the electronic folio and copy of share certificate in case of physical folio for sending the Annual report, Notice of e-AGM and the e-voting instructions.
REMOTE E-VOTING:
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In compliance with the provisions of Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Listing Regulations read with SEBI circular no. SEBI/HO/ CFD/CMD/CIR/P/2020/242 dated 9[th] December 2020 relating to ‘e-voting Facility Provided by Listed Entities’ (“SEBI e-voting Circular”), the Company is pleased to provide to the members facility to exercise their right to vote on resolutions proposed to be considered at the Meeting by electronic means through e-voting services arranged by KFin. Members may cast their votes using an electronic voting system from a place other than the venue of the Meeting (“remote e-voting”). Remote e-voting is optional.
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The remote e-voting period commences on August 10, 2025 (9:00 a.m. IST) up to August 12, 2025 (5.00 p.m. IST) . During this period, the members of the Company holding shares either in physical form or in demat form, as on the Cut-off Date, i.e. August 6, 2025 may cast their vote by remote e-voting. The remote e-voting module shall be disabled by KFin for voting thereafter. Once the vote on a resolution is cast by a member, the member shall not be allowed to change it subsequently. Members, who cast their vote by remote e-voting, may attend the Meeting through VC / OAVM, but will not be entitled to cast their vote once again on the resolutions
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The voting rights of members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date.
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Any person holding shares in physical form and non-individual shareholders holding shares as of the Cut-off Date, may obtain the login ID and password by sending a request at [email protected]. In case they are already registered with KFin for remote e-voting, they can use their existing User ID and password for voting.
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In terms of SEBI e-voting Circular, e-voting process has been enabled for all ‘individual demat account holders’, by way of a single login credential, through their demat accounts / websites of Depositories / Depository Participant(s) (“DP”). The detailed instructions for remote e-voting are given in Pages 35-38.
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Individual members having demat account(s) would be able to cast their vote without having to register again with the e-voting service provider (“ESP”), i.e. KFin, thereby not only facilitating seamless authentication but also ease and convenience of participating in the e-voting process. Members are advised to update their mobile number and e-mail ID with their DPs to access the e-voting facility.
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The Company has appointed G. Karthikeyan, Practicing Company Secretary, (Membership No.19411 and Certificate of Practice No.21869), as the Scrutinizer to scrutinize the remote e-voting process and e-voting at the Meeting in a fair and
Annual Report 2024-25 33
Matrimony.com Limited
transparent manner. The Scrutinizer shall immediately after the conclusion of the Meeting unblock the votes cast at the Meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company. The Scrutinizer shall submit a consolidated Scrutinizer’s Report of the total votes cast in favour of or against, if any, not later than two working days after the conclusion of the Meeting to the Chairman of the Company. The Chairman, or any other person authorised by the Chairman, shall declare the result of the voting forthwith. The resolutions will be deemed to be passed on the date of the Meeting subject to receipt of the requisite number of votes in favour of the resolutions. The results declared along with the Scrutinizer’s Report(s) will be communicated to the National Stock Exchange of India Limited and BSE Limited immediately after it is declared by the Chairman, or any other person authorised by the Chairman, and the same shall also be available on the website of the Company (www.matrimony. com) and on KFin’s web link https://evoting.kfintech.com
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Voting at the e-AGM: Members who could not vote through remote e-voting may avail of the e-voting system provided at the venue by M/s KFin Technologies Limited.
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The Notice calling the EGM/AGM has been uploaded on the website of the Company at www.matrimony.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively is also available on the website of e-voting agency M/s KFin Technologies Limited at the website address https://evoting.kfintech.com/
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Members desiring any information/ clarification on the financial statements or any of the resolutions as detailed in the Notice are requested to write to the Company on or before August 8, 2025 through an E-mail to compliance@matrimony. com, specifying his/her name along with Demat account details. The same shall be replied by the Company suitably.
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The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of contracts or arrangements in which directors are interested under Section 189 of the Companies Act, 2013 and all other documents mentioned in the Notice will be available for inspection in electronic mode. Members can inspect the same by sending an E-mail to [email protected].
PROCEDURE FOR SPEAKER REGISTRATION:
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Members, holding shares as on the Cut-off Date and who would like to speak or express their views or ask questions during the Meeting may register themselves as speakers at https://emeetings.kfintech.com and clicking on “Speaker Registration” during the period from August 12, 2025 (9:00 a.m. IST) up to August 12, 2025 (5.00 p.m. IST). Those members who have registered themselves as a speaker will only be allowed to speak / express their views / ask questions during the Meeting. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate for smooth conduct of the Meeting.
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Alternatively, members holding shares as of the Cut-off Date may also visit https://emeetings.kfintech.com and click on the tab ‘Post Your Queries’ and post their queries/views / questions in the window provided, by mentioning their name, demat account number/folio number, email ID and mobile number. The window will close at 5.00 p.m. (IST) on August 12, 2025. The shareholders may also send their questions by email to [email protected].
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Members who need assistance before or during the Meeting, relating to the use of technology, can contact KFin at 1-800309-4001 or write to KFin at [email protected].
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Since the AGM will be held through VC/OAVM, the route map is not annexed in this Notice.
34 Annual Report 2024-25
Notice
INSTRUCTIONS FOR REMOTE E-VOTING, JOINING THE MEETING THROUGH VC / OAVM AND VOTING AT THE MEETING
- The detailed instructions, process and manner for remote e-voting, joining the meeting through VC / OAVM and voting at the meeting are explained below:
I) Method of login / access to Depositories (NSDL / CDSL) e-voting system in case of individual members holding shares in demat mode
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Type of member Login Method
Individual members A. Instructions for existing Internet-based Demat Account Statement (“IDeAS”) facility Users:
holding securities in
demat mode with NSDL i) Visit the e-services website of NSDL https://eservices.nsdl.com either on a personal computer
or on a mobile.
ii) On the e-services home page click on the “Beneficial Owner” icon under “Login” which is
available under ‘IDeAS’ section. Thereafter enter the existing user id and password.
iii) After successful authentication, members will be able to see e-voting services under ‘Value
Added Services’. Please click on “Access to e-voting” under e-voting services, after which the
e-voting page will be displayed.
iv) Click on company name, i.e. ‘Matrimony.comLimited’, or e-voting service provider, i.e. KFin.
v) Members will be re-directed to KFin’s website for casting their vote during the remote e-voting
period and voting during the Meeting.
B. Instructions for those Members who are not registered under IDeAS:
i) Visit https://eservices.nsdl.com for registering.
ii) Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/
IdeasDirectReg.jsp.
iii) Visit the e-voting website of NSDL https://www.evoting.nsdl.com/.
iv) Once the home page of e-voting system is launched, click on the icon “Login” which is available
under ‘Shareholder / Member’ section. A new screen will open.
v) Members will have to enter their User ID (i.e. the sixteen digit demat account number held with
NSDL), password / OTP and a Verification Code as shown on the screen.
vi) After successful authentication, members will be redirected to NSDL Depository site wherein
they can see e-voting page.
vii) Click on company name, i.e. ‘Matrimony.comLimited, or e-voting service provider name, i.e.
KFin, after which the member will be redirected to e-voting service provider website for casting
their vote during the remote e-voting period and voting during the Meeting.
viii) Members can also download the NSDL Mobile App “NSDL Speede” facility by scanning the QR
code mentioned below for seamless voting experience.
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Overview Corporate
Reports Statutory
Analysis Report
Management Discussion &
Sustainability Report
Business Responsibility and
Standalone
Financial Statements
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Consolidated
Financial Statements
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Annual Report 2024-25 35
Matrimony.com Limited
| Type of member | Login Method | Login Method | Login Method |
|---|---|---|---|
| Individual members holding securites in |
A. | Instructons for existng users who have opted for Electronic Access To Securites Informaton (“Easi / Easiest”) facility: |
|
| demat mode with CDSL | i) | Visit htps://web.cdslindia.com/myeasi/home/login or www.cdslindia.com | |
| ii) | Click on New System MyEasi. | ||
| iii) | Login to MyEasi opton under quick login. | ||
| iv) | Login with the registered user ID and password. | ||
| v) | Members will be able to view the e-votng Menu. | ||
| vi) | The Menu will have links of KFin e-votng portal and will be redirected to the e-votng page of KFin to cast their vote without any further authentcaton. |
||
| B. | Instructons for users who have not registered for Easi / Easiest | ||
| i) | Visit htps://web.cdslindia.com/myeasi/Registraton/EasiRegistraton for registering. | ||
| ii) | Proceed to complete registraton using the DP ID, Client ID (BO ID), etc. | ||
| iii) | Afer successful registraton, please follow the steps given in point no.1 above to cast your vote. | ||
| C. | Alternatvely, instructons for directly accessing the e-votng website of CDSL | ||
| i) | Visit www.cdslindia.com | ||
| ii) | Provide demat Account Number and PAN | ||
| iii) | System will authentcate user by sending OTP on registered mobile and email as recorded in the | ||
| demat Account. | |||
| iv) | Afer successful authentcaton, please enter the e-votng module of CDSL. Click on the e-votng | ||
| link available against the name of the Company, viz., Matrimony.com Ltd’ or select KFin. | |||
| v) | Members will be re-directed to the e-votng page of KFin to cast their vote without any further authentcaton. |
||
| Individual members login | A. | Instructons for login through Demat Account / website of Depository Partcipant | |
| through their demat accounts / Website of Depository Partcipant |
i) | Members can also login using the login credentals of their demat account through their DP registered with the Depositories for e-votng facility. |
|
| ii) | Once logged-in, members will be able to view e-votng opton. | ||
| iii) | Upon clicking on e-votng opton, members will be redirected to the NSDL / CDSL website afer successful authentcaton, wherein they will be able to view the e-votng feature. |
||
| iv) | Click on optons available against Matrimony.com Ltd or KFin. | ||
| v) | Members will be redirected to e-votng website of KFin for castng their vote during the remote e-votng period without any further authentcaton. |
Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites.
Helpdesk for Individual members holding securities in demat mode for any technical issues related to login through NSDL / CDSL:
Securities held with NSDL Please contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30 Securities held with CDSL Please contact CDSL helpdesk by sending a request at [email protected] or contact at 02223058738 or 022-23058542-43
36 Annual Report 2024-25
Notice
- II) Method of login / access to KFin e-voting system in case of members holding shares in physical and non-individual members in demat mode
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Type of member Login Method
Members whose A. Instructions for Members whose email IDs are registered with the Company / Depository
email IDs are Participants(s),
registered with
the Company Members whose email IDs are registered with the Company / Depository Participant(s) will receive an email
/ Depository from KFin which will include details of E-voting Event Number (EVEN), USER ID and password. They will
Participants(s) have to follow the following process:
i) Launch internet browser by typing the URL: htps://evotng.kfintech.com/
ii) Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN
(E-Voting Event Number), followed by folio number. In case of Demat account, User ID will be your
DP ID and Client ID. However, if a member is registered with KFin for e-voting, they can use their
existing User ID and password for casting the vote.
iii) After entering these details appropriately, click on “LOGIN”.
iv) Members will now reach password change Menu wherein they are required to mandatorily change
the password. The new password shall comprise of minimum 8 characters with at least one upper
case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The
system will prompt the member to change their password and update their contact details viz. mobile
number, email ID etc. on first login. Members may also enter a secret question and answer of their
choice to retrieve their password in case they forget it. It is strongly recommended that members
do not share their password with any other person and that they take utmost care to keep their
password confidential.
v) Members would need to login again with the new credentials.
vi) On successful login, the system will prompt the member to select the “EVEN” i.e., ‘Matrimony.com
Ltd’ - AGM” and click on “Submit”
vii) On the voting page, enter the number of shares (which represents the number of votes) as on the cut-
off date under “FOR/AGAINST” or alternatively, a member may partially enter any number in “FOR”
and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed the
total shareholding as mentioned herein above. A member may also choose the option ABSTAIN. If a
member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares
held will not be counted under either head.
viii) Members holding multiple folios / demat accounts shall choose the voting process separately for
each folio / demat account.
ix) Voting has to be done for each item of the Notice separately. In case a member does not desire to
cast their vote on any specific item, it will be treated as abstained.
x) A member may then cast their vote by selecting an appropriate option and click on “Submit”.
xi) A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once a member
has voted on the resolution (s), they will not be allowed to modify their vote. During the voting period,
members can login any number of times till they have voted on the Resolution(s).
xii) Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required
to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc.,
authorizing its representative to attend the AGM through VC / OAVM on its behalf and to cast its
vote through remote e-voting. Together with attested specimen signature(s) of the duly authorised
representative(s), to the Scrutinizer at email id [email protected] with a copy marked
to [email protected]. The scanned image of the above-mentioned documents should be in the
naming format “Corporate Name_Even No.”
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Overview Corporate
Reports Statutory
Analysis Report
Management Discussion &
Sustainability Report
Business Responsibility and
Standalone
Financial Statements
Consolidated
Financial Statements
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Annual Report 2024-25 37
Matrimony.com Limited
Type of member Login Method Members whose B. Instructions for Members whose email IDs are not registered with the Company / Depository email IDs are not Participants(s), and consequently the Notice of Meeting and e-voting instructions cannot be registered with serviced the Company / Depository Procedure for Registration of email and Mobile: securities in physical mode Participants(s)
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Physical shareholders are hereby notified that based ion SEBI Circular number: SEBI/HO/MIRSD/MIRSDPoD-1/P/CIR/2023/37, dated March 16[th] , 2023, All holders of physical securities in listed companies shall register the postal address with PIN for their corresponding folio numbers. It shall be mandatory for the security holders to provide mobile number. Moreover, to avail online services, the security holders can register e-mail ID. Holder can register/update the contact details through submitting the requisite ISR 1 form along with the supporting documents.
-
ISR 1 Form can be obtained by following the link: https://ris.kfintech.com/clientservices/isr/isr1.aspx
-
ISR Form(s) and the supporting documents can be provided by any one of the following modes.
-
a) Through ‘In Person Verification’ (IPV): the authorized person of the RTA shall verify the original documents furnished by the investor and retain copy(ies) with IPV stamping with date and initials; or
-
b) Through hard copies which are self-attested, which can be shared on the address below; or
| Name | Address |
|---|---|
| KFIN Technologies | Selenium Building, Tower-B, |
| Limited | Plot No 31 & 32, Financial District, |
| Nanakramguda, Serilingampally, | |
| Hyderabad, Rangareddy, Telangana India - 500 032. |
-
c) Through electronic mode with e-sign by following the link: https://ris.kfintech.com/clientservices/isc/ isrforms.aspx
-
Detailed FAQ can be found on the link: https://ris.kfintech.com/faq.html
For more information on updating the email and Mobile details for securities held in electronic mode, please reach out to the respective DP(s), where the DEMAT a/c is being held.
iii. After receiving the e-voting instructions, please follow all steps above to cast your vote by electronic means.
III) Method / Access to join the Meeting on the KFin system and to participate and vote thereat -
-
Type of member Login Method All shareholders, A. Instructions for all the shareholders, including Individual, other than Individual and Physical, for including Individuals, attending the Meeting of the Company through VC / OAVM and e-voting during the meeting: other than Individual and Physical, for i) Members will be able to attend the Meeting through the VC / OAVM platform provided by KFin. Members may access the same at htps://emeetngs.kfntech.com/ by using the e-voting login
-
attending the Meeting of the Company credentials provided in the email received from the Company / KFin. through VC / OAVM ii) After logging in, click on the Video Conference tab and select the EVEN of the Company.
-
and e-voting during the meeting iii) Click on the video symbol and accept the meeting etiquette to join the meeting. Please note that members who do not have the user ID and password for e-voting or have forgotten the same may retrieve them by following the remote e-voting instructions mentioned above.
-
iv) The procedure for e-voting during the Meeting is same as the procedure for remote e-voting since the Meeting is being held through VC / OAVM.
-
v) The e-voting window shall be activated upon instructions of the Chairman of the Meeting during the Meeting.
vi) E-voting during the Meeting is integrated with the VC / OAVM platform and no separate login is required for the same.
38
Annual Report 2024-25